Integrity Seeks Capital or Buyer to Overcome Woe

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Stung by large losses in its commercial real estate portfolio and operating under a strict enforcement order from its regulators, Integrity Bank in Alpaharetta, Ga., is trying to raise capital or find a buyer.

The bank, a subsidiary of the $1.2 billion-asset Integrity Bancshares Inc., lost nearly than $44 million last year, and last month it voluntarily delisted its common stock, which has lost more than 94% of its value in the past year.

Walter G. Moeling 4th, a partner at Powell Goldstein LLP in Atlanta who represents the company, said the eight-year-old Integrity is "assessing its strategic alternatives," including selling itself or raising capital.

"Something like that is going to happen," he said. "Fortunately, there's been a lot of interest, maybe not always for the right reason, but there have been an awful lot of people that have looked at one aspect or another of the company."

Mr. Moeling did not name any potential suitor and said "there is no signed transaction" to sell the bank.

Integrity's troubles surfaced in the second quarter of last year when it lost $31.9 million due largely to troubled commercial real estate loans tied to one guarantor. In August it fired its chief executive, and in September it replaced him with Patrick M. Frawley, a former director of the Office of the Comptroller of the Currency's supervision of southeastern banks, who has experience turning around troubled banks.

In February the Federal Deposit Insurance Corp. and the Georgia Department of Banking and Finance issued a cease-and-desist order that blamed inadequate board oversight and management for much of the bank's problems. The order gave Integrity a stated period to execute a laundry list of changes. These included bringing its ratio of Tier 1 capital to assets to or above 8%, improving functions of the board and senior management, reducing its problem assets, and restricting ties with borrowers associated with troubled loans.

The regulators also ordered a plan for diminishing the bank's concentration in commercial real estate and analyzing the risks of "direct or indirect extensions of credit to or for the benefit of any borrowers dependent upon the performance of a single developer or builder."

Last month, Integrity announced a voluntary delisting from Nasdaq, saying it was unable to comply with the index's requirements, including minimum standards for board participation, and that it had delayed filing its annual report with the Securities and Exchange Commission.

Mr. Moeling praised the new management team's work thus far but acknowledged that Integrity's future is uncertain.

"For now," the intent is to "fix the problems, steady the course, and prepare to figure out which is the best alternative for the bank going forward," he said.


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